SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[Amendment No. ]
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Provident American Corporation
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form Schedule or Registration Statement No.:__________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
PROVIDENT AMERICAN CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 16, 1996
------
TO THE SHAREHOLDERS OF
PROVIDENT AMERICAN CORPORATION:
The Annual Meeting of Shareholders of Provident American Corporation (the
"Company") will be held at 9:00 A.M., prevailing time, on Tuesday, July 16,
1996, at the Company's Executive Offices located at 2500 DeKalb Pike,
Norristown, Pennsylvania 19404, for the following purposes:
1. To elect seven (7) directors to serve until the next Annual Meeting
of Shareholders and until their successors are duly elected; and
2. To act upon the appointment of Coopers & Lybrand LLP as independent
public accountants for the Company for its 1996 fiscal year; and
3. To transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on June 18, 1996 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting.
A copy of the Company's Annual Report for its fiscal year ended December
31, 1995 is enclosed with this Proxy Statement.
Whether or not you expect to attend the Annual Meeting in person, please
fill in, sign, and return the enclosed form of proxy in the envelope
provided.
/s/ Michael F. Beausang, Jr.
---------------------------------
Michael F. Beausang, Jr.
Secretary
Date: June 25, 1996
PROVIDENT AMERICAN CORPORATION
------
This Proxy Statement and the form of proxy enclosed herewith, which are
first being mailed to shareholders on or about June 25, 1996, are furnished
in connection with the solicitation by the Board of Directors of Provident
American Corporation (the "Company") of proxies to be voted at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held at 9:00 A.M.,
prevailing time, on July 16, 1996, and at any adjournment thereof at the
Company's Executive Offices located at 2500 DeKalb Pike, Norristown,
Pennsylvania 19404.
Shares represented by proxies in the accompanying form, if properly signed
and returned, will be voted in accordance with the specifications made
thereon by the shareholders. Any proxy not specifying to the contrary will be
voted in favor of the adoption of the proposals referred to in the Notice of
Annual Meeting and for the nominees for director listed in Item 1 hereof. A
shareholder who signs and returns a proxy in the accompanying form may revoke
it at any time before it is voted by giving written notice thereof to the
Secretary of the Company.
The cost of solicitation of proxies in the accompanying form will be borne
by the Company, including expenses in connection with preparing and mailing
this Proxy Statement. Such solicitation will be made by mail and may also be
made on behalf of the Company by the Company's regular officers and employees
in person or by telephone or telegram. The Company, upon request therefor,
will also reimburse brokers or persons holding shares in their names or in
the names of nominees for their reasonable expenses in sending proxies and
proxy materials to beneficial owners.
As of the close of business on June 18, 1996, the Company had outstanding
9,711,931 shares of Common Stock, $.10 par value, and 580,250 shares of
Series A Cumulative Convertible Preferred Stock, $1.00 par value, ("Series A
Preferred"), which will vote on an as-converted basis with four votes per
share. A majority of the outstanding shares will constitute a quorum at the
Annual Meeting. As of June 18, 1996, Alvin H. Clemens owned 2,384,868 shares
of the Company's Common Stock, representing 24.5% of the issued and
outstanding shares at that date, and options to purchase 1,253,376 shares of
the Company's outstanding Common Stock, which if exercised, would increase
his ownership to approximately 33.2% of the then issued and outstanding
shares of the Company's Common Stock, 550,000 shares of Series A Preferred,
representing 94.7% of the issued and outstanding shares at that date, and
options to purchase 550,000 shares of the Company's Series A Preferred, which
if exercised, would increase his ownership to approximately 97.3% of such
Series.
Only holders of Common and Series A Preferred Stock of record at the close
of business on June 18, 1996 will be entitled to notice of and to vote at the
Annual Meeting. Cumulative voting rights do not exist with respect to the
election of directors. Each share of Common Stock is entitled to one vote and
each share of Series A Preferred Stock is entitled to four votes on all
matters to come before the Annual Meeting.
1
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
COMMON STOCK AND SERIES A PREFERRED STOCK
The following table sets forth, as of June 18, 1996, the beneficial
ownership of the Company's Common Stock and Series A Preferred Stock by each
person known by the Company to own beneficially more than 5% of the Company's
outstanding Common Stock, by each director and nominee for director of the
Company, each of the executive officers of the Company named in the
"EXECUTIVE COMPENSATION" table of this Proxy Statement, and by the directors,
nominees for directors, and executive officers of the Company as a group.
STOCK OWNERSHIP OF DIRECTORS, NOMINEES, AND OFFICERS
JUNE 18, 1996
SERIES A
CUMULATIVE CONVERTIBLE
COMMON STOCK PREFERRED STOCK
---------------------------- ----------------------------
No. of Shares Percent No. of Shares Percent
Name of Beneficially of Beneficially of
Beneficial Owner Owned(1) Class(2) Owned(1) Class(2)
- - ------------------------------------- --------------- --------- --------------- ---------
Alvin H. Clemens .................... 3,638,244(3) 33.2% 1,100,000(4) 97.3%
907 Exeter Crest
Villanova, PA 19085
Michael F. Beausang, Jr. ............ 21,108(5) .2% 16,500 2.8%
Valerie C. Clemens .................. 220,000 2.3%
Harold M. Davis ..................... 110,000 1.1%
John T. Gillin ...................... 38,228(6) .4%
George W. Karr, Jr. ................. 10,000 .1%
P. Glenn Moyer ...................... 8,100 .1%
John A. Muller, III ................. 20,500(7) .2%
Steven Harvey Rosner ................ 109,175(8) 1.1%
Anthony R. Verdi .................... 49,667(9) .5% 5,500 1.0%
All directors and officers as a group (12
persons for common stock and 3 persons
for preferred stock) ............... 4,251,495(10) 38.0% 1,122,000(4) 99.3%
2
- - ------
(1) Information furnished by directors and officers.
(2) Calculated as a percentage of outstanding shares plus each Owners (or
all Directors and Officers as a group) options to purchase Common
Shares.
(3) Includes options granted to Mr. Clemens to purchase an additional
1,253,376 shares of the Company's Common Stock at a price of $.91 per
share granted pursuant to the Amended and Restated Stock Option
Agreement dated as of February 27, 1989; excludes 550,000 shares of
Series A Preferred purchased by Mr. Clemens on March 31, 1993 and also
excludes 550,000 options at $3.64 per share to purchase Series A
Preferred granted to Mr. Clemens pursuant to a Stock Option Agreement
dated April 1, 1993. The Series A Preferred is convertible into either
Class A Common Stock when issuable or into Common Stock on a
share-for-share basis. Mr. Clemens disclaims beneficial ownership of
616,000 shares of the Company's Common Stock given by him to The Mark
Twain Trust in 1991.
(4) Includes options granted to Mr. Clemens to purchase 550,000 shares of
Series A Preferred at $3.64 per share.
(5) Excludes 16,500 shares of Series A Preferred. Includes shares owned
beneficially by Mr. Beausang through the Butera, Beausang, Cohen &
Brennan Employees' Pension Plan; Mr. Beausang disclaims beneficial
ownership of all shares owned directly or beneficially by his wife,
Deborah D. Beausang.
(6) Includes 2,600 shares owned by Sandra O. N. Gillin, Mr. Gillin's wife.
(7) Includes an option to purchase 20,500 shares of the Company's Common
Stock.
(8) Includes an option to purchase 27,500 shares of the Company's Common
Stock.
(9) Excludes 5,500 shares of Series A Preferred. Includes an option to
purchase 33,000 shares of the Company's Common Stock.
(10) Includes warrants and options of all officers and directors to purchase
an aggregate of 79,600 shares and 27,500 shares, respectively, and
options granted to Mr. Clemens to purchase an additional 1,253,376
shares of the Company's Common Stock at a price of $.91 per share
granted pursuant to the Amended and Restated Stock Option Agreement
dated as of February 27, 1989; excludes 572,000 shares of Series A
Preferred and also excludes 550,000 options at $3.64 per share to
purchase Series A Preferred granted to Mr. Clemens pursuant to a Stock
Option Agreement dated as of April 1, 1993.
3
ITEM 1
ELECTION OF DIRECTORS
The Board of Directors by resolution has set the number of persons to be
elected to the Board of Directors at the Annual Meeting at seven, and has
designated the persons listed below to be nominees for election as directors.
All of the nominees are currently members of the Board. The Company has no
reason to believe that any of the nominees will be disqualified or unable to
serve if elected. However, if any nominee should become unavailable for any
reason, proxies may be voted for another person nominated by the present
Board of Directors to fill the vacancy or the size of the Board may be
reduced accordingly. Directors of the Company hold office for a term of one
year and until their successors are duly elected.
The names of the nominees for directors, together with certain information
regarding them, are as follows:
Director or Year Term
Principal Occupation Executive Will
Name Age for Past Five Years Officer Since Expire
----------------------- ----- --------------------------------------- --------------- -----------
Michael F. Beausang, Jr. 60 Director, Secretary and General Counsel of 1989 1997
the Company and subsidiary companies since
October 1989; Director and Secretary of Union
Benefit Life since April 1996; Partner in
the law firm of Butera, Beausang, Cohen &
Brennan since 1970; Director of Jefferson
Bank since August 1995.
Alvin H. Clemens 58 Director, Chairman of the Board and Chief 1989 1997
Executive Officer of the Company since
October 1989 and President of the Company
and PILIC since December 1993; Director and
President of Union Benefit Life since April
1996; Owner and Chairman of the Board--Maine
National 1985-1989; Pres. and Director of
Academy Life Insurance Co. and Pension Life
Insurance Co. 1970-1985; Chairman/CEO and
Director of Academy Insurance Group Inc.
1967-1985.
Valerie C. Clemens 40 Director; Founder/Owner of Valerie's 1989 1997
Limited Showcase of Fashion 1984- 1990;
Executive Director of Miss America's Maine
Scholarship Pageant 1985-1987 (see Note).
4
Director or Year Term
Principal Occupation Executive Will
Name Age for Past Five Years Officer Since Expire
----------------------- ----- --------------------------------------- --------------- -----------
Harold M. Davis 60 Director; Chairman of the Board of Realen 1989 1997
since 1968.
John T. Gillin 56 Director; Self-Employed since 1992; 1984 1997
Managing Director, Hopper Soliday
Corporation 1987-1992.
George W. Karr, Jr. 58 Director-Elect; Co-Chairman of Karr Barth 1996 1997
Associates, Inc. 1994-1996; CEO of Karr Barth
Associates Inc. 1967-1994.
P. Glenn Moyer 60 Director; Director, PAMCO Realty Co., Inc. 1989 1997
since 1984; Private Practice of Law since
1992; Partner in the law firm of Butera,
Beausang, Moyer & Cohen 1968-1992.
Note: Valerie C. Clemens is the wife of Alvin H. Clemens.
Note: David R. Carr, Jr. resigned as a Director of the Company on May 20,
1996 and Michael V. Warhurst resigned as a Director of the Company on June 1,
1996; Steven H. Rosner was not nominated for reelection as a Director.
During 1995, the Company's Board of Directors held three (3) meetings.
Messrs. Alvin H. Clemens, John A. Muller, III, Anthony R. Verdi, and
Michael F. Beausang, Jr., are the executive officers of the Company.
5
ITEM 2
APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
The following resolution concerning the appointment of independent
auditors will be offered at the meeting:
"RESOLVED, That the appointment by the Board of Directors of the
Company of Coopers & Lybrand LLP to audit the accounts of the Company and
its subsidiaries for the fiscal year 1996 is hereby ratified and
approved."
Coopers & Lybrand LLP has been auditing the accounts of the Company and
its subsidiaries since December 1989. In recommending the approval by the
shareholders of the appointment of that firm, the Board of Directors is
acting upon the recommendation of the Audit Committee, which has satisfied
itself as to the firm's professional competence and standing. A
representative of Coopers & Lybrand LLP will be present at the Annual Meeting
and will have the opportunity to make a statement, if he desires to do so,
and will be available to respond to any appropriate questions presented by
the shareholders at the Annual Meeting.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has, pursuant to its powers, designated
several committees of the Board, the functions and membership of which are
described below. The Board of Directors held three meetings in 1995.
The Executive/Compensation/Nominating Committee, on which Messrs. Clemens,
Davis, Gillin, and Rosner currently serve, is appointed to act when a meeting
of the full Board of Directors is not feasible, administers the Company's
compensation matters and stock option plans, and also nominates directors and
determines replacements for directors when membership on the Board of
Directors ends prior to the expiration of a term. The
Executive/Compensation/Nominating Committee held seven meetings during 1995.
The Audit Committee, comprised of Messrs. Moyer and Warhurst and Mrs.
Clemens (Mr. Gillin is an alternate), is appointed to recommend the selection
of the Company's auditors, review the scope and results of audits, review the
adequacy of the Company's accounting, financial and operating system, and
supervise special investigations. The Audit Committee held one meeting in
1995.
In 1995, no director attended less than 75% of the aggregate of all
meetings of the Board of Directors and all meetings held by committees of the
Board on which such director served.
DIRECTOR COMPENSATION
Directors of the Company who are employees were not compensated for their
attendance at meetings; non-employee directors of the Company are paid a
quarterly retainer in the amount of $1,500, plus a fee of $1,000 for
attendance at each meeting of the Board of Directors of the Company, with no
fee being paid for attendance at meetings of any of the Company's
subsidiaries, and $1,000 for attendance at each meeting of any committee of
the Board of Directors of the Company and any subsidiary. During 1995,
non-employee directors did not receive any options.
6
REPORT OF THE EXECUTIVE/COMPENSATION/NOMINATING COMMITTEE
The compensation of the Company's executive officers is generally
determined by the Executive/Compensation/Nominating Committee (the "Executive
Committee") of the Board of Directors. The following report with respect to
certain compensation paid or awarded to the Company's executive officers
during 1995 is furnished by the directors who comprise the Executive
Committee:
GENERAL POLICIES
The Company's compensation programs are intended to enable the Company to
attract, motivate, reward, and retain the management talent required to
achieve aggressive corporate objectives in a highly competitive industry, and
thereby increase shareholder value. It is the Company's policy to provide
incentives to its senior management to achieve both short-term and long-term
objectives and to reward exceptional performance and contributions to the
development of the Company's business. To attain these objectives, the
Company's executive compensation program includes a competitive base salary,
coupled with a cash incentive bonus which is based upon the Company's
business, primarily in the achievement of pre-determined financial goals. In
general, as an executive officer's level of management responsibility in the
Company increases, a greater portion of his or her potential total
compensation depends upon the Company's performance as measured by objective
standards over one or more years.
RELATIONSHIP OF COMPENSATION TO PERFORMANCE
As a person's level of responsibility in the Company increases, a greater
portion of potential total compensation opportunity is shifted to performance
incentives. The total of salary and bonus is intended to provide cash
compensation which is competitive in a mid-range when performance meets
goals.
The overall salary range structure is maintained at a mid-range
competitive level to attract and retain the highest caliber of employees.
Individual salary rates are based on the salary range for the position as
well as the length of service and quality of performance in that position and
other key factors.
The performance-based incentive initially requires that earnings generate
sufficient funds to establish a bonus pool. Target bonus opportunities are
established for each position level. The level of each employee's bonus is
based on achievement for that year of corporate objectives which the Company
believes underpin shareholder value and support the strategic goals of the
Company.
COMPENSATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
Alvin H. Clemens, the Company's Chairman, President, and Chief Executive
Officer, presently serves the Company pursuant to an Employment Contract
effective as of January 1, 1993, the terms and conditions of which were
approved by the Executive Committee. The contract is for a five-year term,
and provides for a base salary of $350,000 per year, plus an annual cost of
living increase and such additional incentive or bonus compensation as shall
be deemed appropriate from time to time by the Board of Directors of the
Company. No bonus was paid to Mr. Clemens in 1995.
EXECUTIVE COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Clemens, the Company's Chairman of the Board, President, and Chief
Executive Officer, is a member of the Executive/Compensation/Nominating
Committee; however, Mr. Clemens does not vote upon any matters relating to
his compensation, fringe benefits, or with respect to the granting of any
stock options to him.
7
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
compensation for services in all capacities paid by the Company and its
subsidiaries for the past three years, to or on behalf of (i) the Chairman of
the Board, President and Chief Executive Officer of the Company at December
31, 1995, and (ii) each of the Other most highly compensated executive
officers of the Company serving at December 31, 1995:
SUMMARY COMPENSATION TABLE
Long-Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
----------------------------------------------------------------------- ---------------------------- ----------- --------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Long Term
Restricted Securities Incentive
Name and Other Annual Stock Underlying Plan All Other
Principal Salary Bonus Compensation Award(s) Options Payouts Compensation2
Position(1) Year ($) ($) ($) ($) (#) ($) ($)
------------------- ------ ------------ ------- -------------- ------------ ------------ ----------- -------------
Alvin H. Clemens, . 1995 381,814 15,225
Chairman of the . 1994 356,494 26,036
Board, President . 1993 351,186 550,000(4) 129,465
and CEO .........
Anthony R. Verdi, . 1995 126,000 9,415
CFO ............. 1994 127,549 10,015
1993 120,808 8,544
John A. Muller, III 1995 125,385 1,568
COO ............. 1994 113,508(3) 10,000 1,407
1993 N/A
Footnotes:
(1) Includes Chairman of the Board, President and Chief Executive Officer and
the most highly compensated executive officers whose total annual salary
and bonus exceeded $100,000.
(2) Includes for 1995, (a) company contributions to savings plan (Mr. Clemens
$4,620; Mr. Verdi $2,558; and Mr. Muller $1,568), and (b) automobile
expense allowances (Mr. Clemens $10,605; and Mr. Verdi $6,857).
(3) Mr. Muller began his employment with the Company on November 23, 1992. His
compensation prior to 1994 was less than $100,000.
(4) Series A Cumulative Convertible Preferred Stock.
8
STOCK OPTIONS
The following table sets forth certain information with respect to stock
options granted to persons named in the Summary Compensation Table during the
year ended December 31, 1995:
OPTION GRANTS IN 1995
- - -----------------------------------------------------------------------------------------------------------------------
Potential
Realizable Value
at Assumed Annual
Rates
of
Stock Price Alternative to
Individual Grants Appreciation (f) and (g):
for Option
Term(2) Grant Date Value
- - -----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Number of
Securities
Underlying % of Total
Options Options Exercise Grant Date
Granted(1) Granted to Price Expiration 5% 10% Present Value
Name (#) Employees ($/Sh) Date ($) ($) ($)
- - -----------------------------------------------------------------------------------------------------------------------
NONE
- - -----------------------------------------------------------------------------------------------------------------------
9
The following table sets forth certain information as to each exercise of
stock options during the year ended December 31, 1995 by the persons named in
the Summary Compensation Table and the fiscal year end value of unexercised
options:
AGGREGATED OPTION EXERCISES IN 1995
AND YEAR-END VALUES
- - -------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options Options
Shares Acquired at Year-End (#) at Year-End ($)
on Exercise Value Realized
Name (#) ($) Exercisable Exercisable(1)
- - -------------------------------------------------------------------------------------------------------
Alvin H. Clemens .. 550,000 (2) 2,054,250
1,253,376 8,103,076
Anthony R. Verdi .. 33,000 157,125
John A. Muller, III . 20,500 91,625
- - -------------------------------------------------------------------------------------------------------
Footnotes:
(1) Market value of underlying securities at year end price of $7.375 per
share, minus the exercise price.
(2) Series A Cumulative Convertible Preferred Stock.
10
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative
total return (change in the year- end stock price plus reinvested dividends)
to the Company's shareholders against the cumulative total return of the
NASDAQ Market Index and the Peer Group Index (Media General Financial
Services, Inc., Industry Group 261 - Life, Accident and Health) for the five
years beginning January 1, 1991:
[TO BE SUPPLIED BY PAMCO]
11
LOGO
FINANCIAL STATEMENTS
The Company has enclosed its Annual Report to Shareholders for the year
ended December 31, 1995 with this Proxy Statement. Shareholders are referred
to the report for financial and other information about the Company, but such
report is not incorporated in this Proxy Statement and is not a part of the
proxy soliciting material.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Company's proxy statement for its 1997 Annual
Meeting of Shareholders must deliver such proposal in writing to the
Secretary of the Company at the Company's principal executive offices at 2500
DeKalb Pike, P.O. Box 511, Norristown, Pennsylvania 19404- 0511, not later
than January 1, 1997.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the Notice of Annual
Meeting, but if any matters are properly presented, it is the intention of
the persons named in the accompanying proxy to vote on such matters in
accordance with their judgment.
By Order of the Board of Directors,
Michael F. Beausang, Jr.
Secretary
Date: June 25, 1996
12
PROVIDENT AMERICAN CORPORATION
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 16, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints John A. Muller, III and
Francis L. Gillan, III, and each of them, proxies of the undersigned, with full
power of substitution, to vote all of the shares of Common Stock of Provident
American Corporation (the "Company") that the undersigned may be entitled to
vote at the Annual Meeting of Shareholders of the Company to be held at the
Executive Offices, 2500 DeKalb Pike, Norristown, Pennsylvania on Tuesday, July
16, 1996 at 9:00 a.m., prevailing time, and at any adjournment thereof, as
follows:
(Continued and to be signed and dated on the reverse side.)
This proxy, when properly executed, will be voted Please mark /X/
in the manner directed herein by the undersigned your votes as
shareholder. If no direction is made, this proxy will be indicated in
voted for the nominees for director and FOR Proposal 2. this example
1. ELECTION OF DIRECTORS: Michael F. Beausang, Jr., Alvin H. Clemens,
Valerie A. Clemens, Harold M. Davis, John T. Gillin, George W. Karr, Jr.,
P. Glenn Moyer,
FOR all nominees WITHHOLD (INSTRUCTION: To withhold
listed above (Except AUTHORITY authority to vote for any
as marked to the to vote for all nominees individual nominee, so
contrary) listed avove indicate the nominee's name
on the line below.)
----------------------------
2. PROPOSAL TO ratify the appointment of Coopers & Lybrand L.L.P. as the
independent public accountants for the Company for the 1996 fiscal year. The
Board of Directors recommends a vote FOR this proposal.
I plan to attend
FOR AGAINST ABSTAIN the meeting
/ / / / / / / /
3. In their discretion, the proxies are
authorized to vote upon such other
business as may properly come before the
Annual Meeting and any adjournment thereof.
-------------------------------------------
-------------------------------------------
Dated: , 1996
-------------------------------
THIS PROXY SHOULD BE DATED, SIGNED BY THE
SHAREHOLDER EXACTLY AS HIS NAME APPEARS AND
RETURNED PROMPTLY TO THE COMPANY'S TRANSFER
AGENT, IN THE ENCLOSED ENVELOPE. PERSONS
SIGNING IN A FIDUCIARY CAPACITY SHOULD SO
INDICATE.
FOLD AND DETACH HERE